ex5.htm

SHUMAKER, LOOP & KENDRICK, LLP

1000 Jackson

Toledo, Ohio 43604

June 29, 2012

Hills Bancorporation

131 Main Street

Hills, Iowa 52235

Re:

Hills Bancorporation 2010 Stock Option and Incentive Plan – Issuance of Shares

To Whom It May Concern:

This letter is written in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission, pursuant to the Securities Act of 1933, as amended, for the purpose of registering 94,000 common shares, no par value (the “Shares”) of Hills Bancorporation, to be offered and sold pursuant to the Hills Bancorporation 2010 Stock Option and Incentive Plan (the “Plan”).

In connection with the following opinion, we have examined and have relied upon such documents, records, certificates, statements and instruments as we have deemed necessary and appropriate to render the opinion herein set forth.

Based upon the foregoing, it is our opinion that the Shares, when and if issued in the manner described in the Plan, will be legally issued, fully paid and nonassessable.

The undersigned hereby consents to the filing of this opinion as Exhibit 5 to the Registration Statement.

	Sincerely,

	Shumaker, Loop & Kendrick, LLP

	/s/ Shumaker, Loop & Kendrick, LLP